EX-4.2




 Exhibit 4.2 

Description of shares 
 We are a Delaware corporation and
our affairs are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant to our amended and restated certificate of incorporation, which was adopted prior to the consummation of our initial public offering on
July 30, 2021 (the “Public Offering”), we are authorized to issue 110,000,000 shares of common stock, $0.0001 par value each, including 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common
stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes certain terms of our capital stock as set out more particularly in our amended and restated certificate of incorporation. Because it
is only a summary, it may not contain all the information that is important to you. 
 Common stock 

Prior to the date of this Annual Report, there were 5,000,000 shares of Class B common stock outstanding, all of which are held of record by our initial
stockholders, so that our initial stockholders own 20% of our issued and outstanding shares of common stock after the Public Offering (excluding the private placement shares and any shares of Class A common stock purchased by the initial
stockholders in the Public Offering). Upon the closing of the Public Offering, 25,650,000 of our shares of common stock were outstanding including: 
  

	•	 	 20,000,000 shares of Class A common stock issued as part of the Public Offering; 



 

	•	 	 650,000 shares of Class A common stock issued as private placement shares; and 



 

	•	 	 5,000,000 shares of Class B common stock held by our initial stockholders. 



Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and
holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless specified in our amended and restated certificate of incorporation, or as required by
applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is
divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available
therefor. 
 Because our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our
stockholders vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination. Our board of directors is divided into three classes with only one class of directors being elected in each
year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. 
 In accordance
with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however,
required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our by laws, unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to
elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual
meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. 

We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial
business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The
amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred












 
underwriting commissions we will pay to the underwriters. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies that hold stockholder
votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by
law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to
the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation requires these tender offer documents to contain
substantially the same financial and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law, or we
decide to obtain stockholder approval for business or other legal reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the
tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. However, the participation of our
sponsor, officers, directors, advisors or their respective affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate
their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our issued and outstanding shares of common stock, non-votes will have no
effect on the approval of our initial business combination once a quorum is obtained. 
 If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such
stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our
prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares
will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders
will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 20% and, in order to dispose such
shares would be required to sell their shares in open market transactions, potentially at a loss. 
 If we seek stockholder approval in connection with our
initial business combination, our initial stockholders, sponsor, officers and directors have agreed to vote any founder shares and private placement shares they hold and any public shares purchased during or after the Public Offering in favor of our
initial business combination. As a result, in addition to our initial stockholders’ founder shares and private placement shares, we would need 7,175,001, or 35.88%, of the 20,000,000 public shares sold in the Public Offering to be voted in
favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares of common stock are voted and the private placement shares to be issued to our sponsor are voted in favor
of the transaction), and we would need 762,501, or 3.81%, of the 20,000,000 public shares sold in the Public Offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming the
minimum number of shares representing a quorum are voted and the private placement shares to be issued to our sponsor are voted in favor of the transaction). Additionally, each public stockholder may elect to redeem their public shares irrespective
of whether they vote for or against the proposed transaction. 
 Pursuant to our amended and restated certificate of incorporation, if we are unable to
complete our initial business combination within 24 months from the closing of the Public Offering or during any Extension Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish 

  
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public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement
shares if we fail to complete our initial business combination within 24 months from the closing of the Public Offering or during any Extension Period. However, if our initial stockholders or management team acquire public shares in or after the
Public Offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period. 

In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights.
There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business
combination, subject to the limitations described herein. 
 Founder shares and private placement shares 

The founder shares are designated as Class B common stock and, except as described below, are identical to the shares of Class A common stock sold in
the Public Offering, and holders of founder shares and private placement have the same stockholder rights as public stockholders, except that (i) the founder shares and private placement shares are subject to certain transfer restrictions, as
described in more detail below, (ii) our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any
founder shares, private placement shares and public shares they hold in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares, private placement shares and
public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not
consummated an initial business combination within 24 months from the closing of the Public Offering or with respect to any other material provisions relating to stockholders’ rights
or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares and private placement shares
they hold if we fail to complete our initial business combination within 24 months from the closing of the Public Offering or during any Extension Period, although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within such time period, and (iii) the founder shares are automatically convertible into Class A common stock concurrently with or immediately
following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in our amended and
restated certificate of incorporation. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares, private placement shares and any public shares purchased
during or after the Public Offering in favor of such initial business combination. 
 The founder shares will automatically convert into shares of
Class A common stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to
adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities are
issued or deemed issued in connection with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on
an as-converted basis, 20% of the total number of shares of Class A common stock issued and outstanding (excluding the private placement shares) after such conversion (after giving effect to any
redemptions of shares of Class A common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights
issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding 

  
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any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the
initial business combination and any private placement shares issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for
our shares of Class A common stock issued in a financing transaction in connection with our initial business combination, including, but not limited to, a private placement of equity or debt. 

With certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and other persons or
entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business
combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (B) the date following the completion of our initial business combination on which we complete a
liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property. With certain limited exceptions,
the private placement shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until
30 days after the completion of our initial business combination. 
 Preferred stock 

Our amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued
from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations
and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and
other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a
change of control of us or the removal of existing management. We have no preferred shares outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the
future. No shares of preferred stock were issued or registered in the Public Offering. 
 Dividends 

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The
payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent
to a business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 Our transfer agent 
 The transfer agent for our
common stock is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its role as transfer agent, its agents and each of its stockholders, directors, officers and
employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.
Continental Stock Transfer & Trust Company has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has
irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be
able to be pursued, solely against us and our assets outside the trust account and not against the any monies in the trust account or interest earned thereon. 

  
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 Amended and restated certificate of incorporation 

Our amended and restated certificate of incorporation contains certain requirements and restrictions relating to the Public Offering that will apply to us
until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of at least 65% of all then issued and outstanding shares of common stock. Our initial stockholders, who will
collectively beneficially own 20% of our common stock upon the closing of the Public Offering (excluding the private placement shares and assuming they do not purchase any shares in the Public Offering), may participate in any vote to amend our
amended and restated certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among other things, that: 

 

	•	 	 If we are unable to complete our initial business combination within 24 months from the closing of the Public
Offering or during any Extension Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to
pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in
each case to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law; 


  

	•	 	 Prior to our initial business combination, we may not issue additional securities that would entitle the holders
thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business combination or (b) to approve an amendment to our amended and restated certificate of incorporation to
(x) extend the time we have to consummate a business combination beyond 24 months from the closing of the Public Offering or (y) amend the foregoing provisions; 



 

	•	 	 Although we do not intend to enter into a business combination with a target business that is affiliated with our
sponsor, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm
which is a member of FINRA or a valuation or appraisal firm that such a business combination is fair to our company from a financial point of view; 


  

	•	 	 If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a
stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer
documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of
the Exchange Act. Whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;



  

	•	 	 So long as we maintain a listing for our securities on Nasdaq, Nasdaq rules require that we must complete one or
more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at
the time of our signing a definitive agreement in connection with our initial business combination; 


  

	•	 	 If our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the
substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the Public Offering, or with respect to any other material provisions relating to
stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon
such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein; and 



  
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	•	 	 We will not effectuate our initial business combination with another blank check company or a similar company
with nominal operations. 


 In addition, our amended and restated certificate of incorporation will provide that under no circumstances
will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001. 
 Certain anti-takeover provisions of
Delaware law and our amended and restated certificate of incorporation and by laws 
 We are subject to the provisions of Section 203 of the DGCL
regulating corporate takeovers upon completion of the Public Offering. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with: 

 

	•	 	 a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested
stockholder”); 


  

	•	 	 an affiliate of an interested stockholder; or 



 

	•	 	 an associate of an interested stockholder, for three years following the date that the stockholder became an
interested stockholder. 


 A “business combination” includes a merger or sale of more than 10% of our assets. However, the above
provisions of Section 203 do not apply if: 
  

	•	 	 our board of directors approves the transaction that made the stockholder an “interested stockholder,”
prior to the date of the transaction; 


  

	•	 	 after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that
stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or 



 

	•	 	 on or subsequent to the date of the transaction, the initial business combination is approved by our board of
directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested
stockholder. 


 Our amended and restated certificate of incorporation provides that our board of directors be classified into three
classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings. 

Our authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a
variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or
discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. 
 Exclusive forum for certain lawsuits

 Our amended and restated certificate of incorporation will require, unless we consent in writing to the selection of an alternative forum, that
(i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a
claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or by laws, or (iv) any action asserting a claim against us, our directors, officers
or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an
indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction, as to which the 

  
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Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit
will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it
applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to
have waived our compliance with federal securities laws and the rules and regulations thereunder. 
 Notwithstanding the foregoing, our amended and restated
certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we consent in writing to the
selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or
agents. Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Accordingly, there is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While the
Delaware courts have determined that such exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance
that such provisions will be enforced by a court in those other jurisdictions. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions; however, we
note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. 
 Special meeting of stockholders

 Our by laws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive
Officer or by our Chairman. 
 Advance notice requirements for stockholder proposals and director nominations 

Our by laws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors
at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later than the close of
business on the 90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately
preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained
therein. Our by laws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders. 
 Action by written consent 

Subsequent to the consummation of the Public Offering, any action required or permitted to be taken by our common stockholders must be effected by a duly
called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock. 

Classified board of directors 
 Our board of directors is
initially divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our amended and restated certificate of incorporation will provide that the authorized number of
directors may be changed only by resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of
a majority of the voting power of all then issued and outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy
resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. 

  
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 Class B common stock consent right 

For so long as any shares of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority
of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration
or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken at any meeting of the holders of Class B
common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stock having not less
than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted. 

Securities eligible for future sale 
 Immediately after
the Public Offering we had 25,650,000 shares of common stock outstanding. Of these shares, the shares of Class A common stock sold in the Public Offering (20,000,000 Class A common stock) are freely tradable without restriction or further
registration under the Securities Act, except for any Class A common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares (5,000,000 founder shares) and all of
the outstanding private placement shares (650,000 shares) are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. 

Rule 144 
 Pursuant to Rule 144, a person who has
beneficially owned restricted shares for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months
preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months
(or such shorter period as we were required to file reports) preceding the sale. 
 Persons who have beneficially owned restricted shares for at least six
months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of
securities that does not exceed the greater of: 
  

	•	 	 1% of the total number of shares of common stock then outstanding, which equals 256,500 shares immediately after
the Public Offering; or 


  

	•	 	 the average weekly reported trading volume of the Class A common stock during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale. 


 Sales by our affiliates under Rule 144 are also
limited by manner of sale provisions and notice requirements and to the availability of current public information about us. 
 Restrictions on the use
of Rule 144 by shell companies or former shell companies 
 Rule 144 is not available for the resale of securities initially issued by shell
companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are
met: 
  

	•	 	 the issuer of the securities that was formerly a shell company has ceased to be a shell company;



  

	•	 	 the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act; 



  
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	•	 	 the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable,
during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and 



 

	•	 	 at least one year has elapsed from the time that the issuer filed current Form 10 type information with the
SEC reflecting its status as an entity that is not a shell company. 


 As a result, our initial stockholders will be able to sell their
founder shares and private placement shares, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination. 

Registration rights 
 The holders of the (i) founder
shares, which were issued in a private placement prior to the closing of the Public Offering, (ii) private placement shares, which were issued in a private placement simultaneously with the closing of the Public Offering and (iii) private
placement shares that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them pursuant to the registration rights agreement signed on the effective
date of the Public Offering. Pursuant to the registration rights agreement and assuming $1.5 million of working capital loans are converted into private placement shares, we will be obligated to register up to 5,800,000 shares of Class A
common stock. The number of shares of Class A common stock includes (i) 5,000,000 shares of Class A common stock to be issued upon conversion of the founder shares, (ii) 650,000 private placement shares and (iii) 150,000 shares of
Class A common stock issued upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have
certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such
registration statements. 
 Listing of securities 
 Our
shares of Class A common stock are listed on Nasdaq under the symbol “DALS.” 

  
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